HEALTHCARE EMPLOYMENT AGREEMENT (TEXAS)
[// GUIDANCE: Court-ready, practitioner-oriented template. Customize bracketed fields and confirm conformity with the client’s factual situation before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Engagement & Position
   3.2 Term & Renewal
   3.3 Duties, Performance Standards & Scheduling
   3.4 Compensation & Benefits
   3.5 Conditions Precedent
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

HEALTHCARE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between:

• [EMPLOYER LEGAL NAME], a [Texas professional limited liability company/professional association] with its principal place of business at [Address] (“Employer”); and
• [EMPLOYEE FULL LEGAL NAME], a healthcare professional licensed in the State of Texas under license no. [License #] (“Employee” and, together with Employer, the “Parties,” and each, a “Party”).

Recitals

A. Employer operates a healthcare practice in Texas and desires to engage Employee to render professional services;
B. Employee is duly licensed and desires to accept such engagement;
C. In consideration of the mutual promises herein, the Parties agree as follows.

2. DEFINITIONS

For ease of reference, defined terms appear in initial capital letters. Terms defined in one Section have the same meaning throughout.

“Applicable Law” means all federal, state, and local statutes, regulations, rules, and ordinances governing the Parties’ rights and obligations under this Agreement, including without limitation:
(a) Texas Occupations Code, Title 3, Subtitle B (Licensing of Health Professionals);
(b) Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and implementing regulations (45 C.F.R. Parts 160 & 164); and
(c) Texas Business & Commerce Code § 15.50 (Restrictions on Covenants Not to Compete).

“Confidential Information” has the meaning set forth in Section 5.3.
“Facility” means each clinic, hospital, ambulatory center, or other site listed on Schedule A.
“Malpractice Claims” has the meaning set forth in Section 7.1.
“Patient Records” means any individually identifiable health information as defined under HIPAA created or maintained by Employee in the course of providing Services.
“Services” means the professional healthcare services described in Section 3.1 and Schedule B.

[// GUIDANCE: Add or delete definitions to suit the engagement.]

3. OPERATIVE PROVISIONS

3.1 Engagement & Position

(a) Employer hereby employs Employee as [e.g., “Staff Physician – Family Medicine”], and Employee accepts such employment.
(b) Employee shall devote [FTE %] of Employee’s professional time performing the Services.
(c) Employee shall comply with Employer’s bylaws, policies, and procedures, as amended from time to time (collectively, the “Policies”), provided such Policies do not conflict with Applicable Law.

3.2 Term & Renewal

(a) Initial Term. The initial term begins on the Effective Date and continues for [___] years (the “Initial Term”) unless earlier terminated pursuant to Article 6.
(b) Automatic Renewal. The Agreement shall automatically renew for successive one-year periods (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least [90] days before the end of the then-current term.

3.3 Duties, Performance Standards & Scheduling

(a) Scope of Duties. Employee shall:
i. Provide the Services at the Facility in accordance with professional standards;
ii. Maintain active medical staff privileges where required;
iii. Satisfy on-call obligations as set forth in Schedule C.
(b) Performance Metrics. Employer may establish reasonable, objective productivity metrics (“KPIs”) consistent with industry norms.
(c) Scheduling. Employer shall provide reasonable advance notice of work schedules. Employee shall not unreasonably refuse assignments commensurate with expertise.

3.4 Compensation & Benefits

(a) Base Salary. Employer shall pay Employee $[____] per annum, payable in accordance with Employer’s standard payroll practices, subject to required withholdings.
(b) Productivity Bonus. Employee may earn incentive compensation as detailed in Schedule D.
(c) Fringe Benefits. Employee shall be eligible for [health/dental/401(k)] benefits per Employer policy.
(d) Expense Reimbursement. Employer shall reimburse Employee for reasonable, documented business expenses within [30] days of submission.
(e) Withholding. Employer shall make all legally required tax withholdings.

3.5 Conditions Precedent

This Agreement is conditioned upon:
(a) Verification of Employee’s license in good standing;
(b) Completion of credentialing;
(c) Confirmation of professional liability insurance per Section 7.3.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual. Each Party represents that it has full power and authority to enter into this Agreement.
4.2 Employer. Employer warrants that it is duly organized, validly existing, and in good standing under Texas law.
4.3 Employee. Employee represents and warrants that:
(a) Employee holds an unrestricted Texas license under Tex. Occ. Code § 155;
(b) No investigation or disciplinary action is pending;
(c) Employee is not excluded from participation in Medicare/Medicaid;
(d) All credentials and information furnished are accurate.
4.4 Survival. Representations and warranties survive termination for a period of [24] months.

5. COVENANTS & RESTRICTIONS

5.1 Licensing & Continuing Education

Employee shall maintain all licenses and certifications required by Applicable Law and complete no fewer than [___] CME hours annually.

5.2 Non-Competition

(a) Subject to Tex. Bus. & Com. Code § 15.50(b), during the Term and for [12–24] months thereafter, Employee shall not, without Employer’s prior written consent, engage in the practice of [Specialty] within a [10–25] mile radius of any Facility.
(b) Buy-Out. Employee may void this covenant by paying Employer an amount equal to [one year’s Base Salary OR mutually agreed formula].
(c) Employer shall provide Employee access to a list of patients treated and, upon patient consent, copies of medical records.

[// GUIDANCE: Tailor radius/duration; overly broad restrictions risk non-enforcement.]

5.3 Confidentiality

Employee shall not disclose Confidential Information except as required for legitimate patient care or as permitted by HIPAA.

5.4 Non-Solicitation

For [12] months post-termination, Employee shall not solicit (i) Employer’s patients for competing services, or (ii) Employer’s employees for employment elsewhere.

6. DEFAULT & REMEDIES

6.1 Events of Default include:
(a) Material breach of any provision and failure to cure within [30] days after notice;
(b) Revocation, suspension, or restriction of Employee’s license;
(c) Gross negligence, willful misconduct, or violation of law.

6.2 Employer Remedies. Upon default by Employee, Employer may:
(i) Terminate the Agreement immediately;
(ii) Seek injunctive relief;
(iii) Recover actual damages, attorney fees, and costs.

6.3 Employee Remedies. Upon default by Employer, Employee may:
(i) Terminate after notice and failure to cure;
(ii) Seek unpaid compensation and benefits;
(iii) Recover attorney fees and costs.

6.4 Cumulative Remedies. Rights are cumulative and not exclusive.

7. RISK ALLOCATION

7.1 Indemnification (Malpractice)

Employer shall indemnify, defend, and hold harmless Employee against all third-party claims arising from alleged professional negligence in the course of providing Services (collectively, “Malpractice Claims”), except to the extent caused by Employee’s gross negligence or intentional misconduct.

7.2 Limitation of Liability

Except for (i) Malpractice Claims within statutory limits, (ii) breaches of Section 5, and (iii) claims arising from gross negligence or willful misconduct, each Party’s liability shall not exceed the greater of (A) the aggregate compensation paid to Employee during the 12 months preceding the act giving rise to liability or (B) $[____].
[// GUIDANCE: Caps must not conflict with Tex. Civ. Prac. & Rem. Code § 74.301’s malpractice noneconomic damage limits of $250,000 per claimant.]

7.3 Insurance

(a) Employer shall maintain professional liability insurance with limits not less than $[1M/3M] per claim/aggregate and name Employee as an additional insured.
(b) Tail coverage: [Employer/Employee] shall procure tail coverage for at least [2] years post-termination.

7.4 Force Majeure

Neither Party is liable for failure to perform due to causes beyond reasonable control, provided the affected Party promptly notifies the other and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to conflicts-of-law rules.

8.2 Forum Selection. The Parties submit to exclusive jurisdiction of the state courts located in [County], Texas for any action arising out of or relating to this Agreement.

8.3 Arbitration (Optional).
[OPTION A – Delete if not used] Any dispute not settled within 60 days of notice shall be resolved by binding arbitration administered by the American Arbitration Association under its Healthcare Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
[// GUIDANCE: If Option A is selected, revisit jury waiver.]

8.4 Jury Waiver (Optional). To the extent permitted by law, each Party irrevocably waives trial by jury in any action arising out of this Agreement.

8.5 Injunctive Relief. Each Party acknowledges that breach of Article 5 may cause irreparable harm for which monetary damages are inadequate; therefore, injunctive relief is available in addition to other remedies.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers. No amendment is effective unless in a writing signed by both Parties. A waiver is effective only for the specific instance given.

9.2 Assignment. Employer may assign this Agreement to a successor by merger or sale of substantially all assets. Employee may not assign any rights or delegate duties without Employer’s prior written consent.

9.3 Severability. If any provision is held invalid, the remainder shall remain enforceable. The court shall reform unenforceable provisions to the minimum extent required to comply with Applicable Law.

9.4 Entire Agreement. This Agreement, including Schedules A–D, constitutes the entire understanding and supersedes all prior agreements.

9.5 Counterparts; Electronic Signatures. The Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures have the same effect as originals under the Texas Uniform Electronic Transactions Act, Tex. Bus. & Com. Code § 322.007.

9.6 Notices. Notices must be in writing and delivered (i) personally, (ii) by certified mail (return receipt requested), or (iii) by nationally recognized overnight courier to the addresses first written above (or any updated address on 30 days’ notice) and are effective upon receipt.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Notary blocks or witness lines added if required by Employer policy or lender requirements.]

SCHEDULE A – FACILITY LOCATIONS

[Insert addresses]

SCHEDULE B – DESCRIPTION OF SERVICES

[Detailed scope of practice, patient load expectations, procedures]

SCHEDULE C – ON-CALL REQUIREMENTS

[Frequency, compensation, response times]

SCHEDULE D – INCENTIVE COMPENSATION

[RVU formulas, collection thresholds, quality metrics]

[// GUIDANCE:
1. Verify non-compete radius and term are reasonable under Tex. Bus. & Com. Code § 15.50.
2. Confirm malpractice coverage meets hospital credentialing requirements.
3. Tailor indemnity language when Employee is an advanced practice provider under physician supervision.
4. Consider Anti-Kickback and Stark compliance for any bonus tied to referrals.
5. Review with tax counsel if Employee may be classified as an independent contractor instead of W-2 employee.
6. Obtain separate Business Associate Agreement when Employee is an independent contractor.]

This template is provided for educational drafting purposes only and does not constitute legal advice. Practitioners should adapt to the specific facts and current law.